Aurania Resources Ltd. Completes $6.4 Million Oversubscribed Brokered & Non-Brokered Offering of Subscription Receipts FOR Acquisition of Ecuasolidus S.a. N Ot FOR Distribution to U.s. Newswire Services OR FOR Release, Publication,
AURANIA RESOURCES LTD. COMPLETES $6.4 MILLION
OVERSUBSCRIBED BROKERED & NON-BROKERED OFFERING
OF SUBSCRIPTION RECEIPTS FOR ACQUISITION OF ECUASOLIDUS S.A.
N
OT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES
Toronto, Ontario (April 20, 2017) – Aurania Resources Ltd. (TSXV: ARU) (“Aurania ” o r the
“Corporation”) is pleased to announce, further to its news releases dated March 2, 2017 and March 15,
2017, that the Corporation has completed, on a brokered and non-brokered basis, an offering of 3,200,890
subscription receipts of the Corporation (the “Subscription Receipts”) by way of a private placement at a
price of C$2.00 per Subscription Receipt (the “Issue Price”) for total gross proceeds of C$6,401,780. The
Corporation issued an aggregate of 1,695,000 Subscription Receipts for gross proceeds of approximately
C$3,390,000 pursuant to the brokered o ffering (the “Brokered Offering”) co-led by Maison Placements
Canada Inc. together with Red Cloud Klondike Strike Inc. (collectively, the “ Agents”), and 1,505,890
Subscription Receipts for gross proceeds of approximately C $3,011,780 pursuant to the Corporation’s
concurrent non-brokered offering (the “Non-Brokered Offering” and together with the Brokered Offering,
the “Offering’). The Offering represents the offering of C$6.0 million as announced and the exercise of the
over-allotment option for additional proceeds of C$401,780.
The proceeds from the Offering will be used to fund the Corporation’s previously announced acquisition
of EcuaSolidus S.A. (the “ Transaction”) and for property exploration, loan repayments and working
capital. The gross proceeds of the Offering less offering costs (the “Escrowed Funds ”) are currently in
escrow pending delivery of the Joint Notice (as defined below) by the Corporation and the Agents to Capital
Transfer Agency Inc. (the “ Escrow Agent”) on or before May 31, 2017. The Escrowed Funds shall be
released from escrow by the Escrow Agent to the Corporation upon the Agents’ sole satisfaction of the
following conditions (together, the “ Escrow Release Conditions”): (i) the execution of a def initive
agreement providing for the Transaction to the satisfaction of the Agents; (ii) the completion or irrevocable
waiver or satisfaction of all conditions precedent to the Transaction; (iii) the receipt of all required
shareholder, third party (as appl icable) and regulatory approvals including, without limitation, the
conditional approval of the TSX Venture Exchange (the “TSX-V”) for the Transaction and the Offering, if
applicable, and the conditional approval of the TSX -V of the listing of the Shares ( as defined below)
issuable upon conversion of the Subscription Receipts and exercise of the Warrants (as defined below) after
giving effect to the Transaction; and (iv) the Corporation and the Agents having delivered a joint notice to
the Escrow Agent confirming that the conditions set forth above have been met or waived (the “ Joint
Notice”).
Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be exchanged for one
unit of the Corporation (a “Unit”). Each Unit of the Corporation will consist of one common share of the
Corporation (a “Share”) and one-half of one common share purchase warrant (a “Warrant”). Each whole
Warrant will entitle the holder thereof to acquire one Share at a price of C$3.00 (the “Exercise Price”) until
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October 19, 2018. If the volume weighted average trading price of the Shares on the Corporation’s principal
stock exchange exceeds C$3.00 for a period of 20 consecutive trading days, the Corporation may accelerate
the expiry date to the date which is 30 days following the date upon which notice of the accelerated expiry
date of the Warrants is provided by the Corporation to the holders of the Warrants.
If the Escrow Release Conditions are not satisfied on or before May 31, 2017, the Escrowed Funds together
with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the
Subscription Receipts will be cancelled.
In connection with the Brokered Offering, the Corporation will pay the Agents a cash commission of
$237,300 upon satisfaction of the Escrow Release Conditions equal to 7% of the aggregate gross proceeds
of the Brokered Offering. In addition, the Corporation reimbursed the Agents for their reasonable expenses
and disbursements and issued 118,650 compensation options (“Compensation Options”) to the Agents
equal to 7% of the number of Subscription Receipts sold to subscribers pursuant to the Brokered Offering.
Each Compensation Option is exercisable into one Unit at a price of $2.00 for a period of 18 months
following the closing date of the Offering. Each Unit consists of one common share of the Corporation
and one -half of one common share purchase warrant (“ Compensation Warrant ”). Each whole
Compensation Warrant entitles the holder thereof to acquire one common share (a “Warrant Share”) at a
price of $3.00 until October 19, 2018. If the volume weighted average trading price of the Corporation’s
common shares on the Corporation’s principal stock exchange exceeds $3.00 for a period of 20 consecutive
trading days, the Corporation may accelerate the expiry date to the date which is 30 days following the date
upon which notice of the accelerated expiry date of the Compensation Warrants is provided by the
Corporation to the holders of the Compensation Warrants.
In connection with the Non -Brokered Offering, the Corporation paid a cash commission of $51,100 to
Sprott Global Resource Investments, Ltd. (the “Finder”) equal to 7% of the aggregate gross proceeds raised
by the Finder pursuant to the Non- Brokered Offering, and 25,550 Compensation Options equal to 7% of
the number of Subscription Receipts sold to subscribers by the Finder in connection with the Non-Brokered
Offering.
The Subscription Receipts and underlying securities are subject to a hold period until August 20, 2017. The
securities described herein have not been and will not be registered under the United States Securities Act
of 1933, as amended, (the “U.S. Securities Act”) or applicable state securities laws, and may not be offered
or sold in the United States or to U.S. Persons (as defined in the U.S. Securities Act) without registration,
or exemption from registration, under such laws.
About Aurania
Aurania Resources Ltd. (TSXV: ARU) is a junior exploration mining company engaged in the
identification, evaluation, acquisition and exploration of mineral property interests, with a focus on precious
metals.
On March 2, 2017, the Company announced the proposed acquisition of a related party company that holds
all rights, title and interest in 42 mineral exploration licences covering 207,764 hectares (approx. 2,080
square kilometres) over the core of the Cordillera de Cutucu, a mountain range in the foothills of the Andes,
in Ecuador (the “Lost Cities – Cutucu Project”). An exploration program is planned consisting of airborne
geophysics and a regional stream silt sampling program with reconnaissance geological work. This
transaction is subject to shareholder and regulatory approval. Further information about this Project can be
found on Aurania’s website at www.aurania.com.
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For further information, please contact:
Keith Barron
President and CEO
Aurania Resources Ltd.
416 367-3200
Donna McLean
Chief Financial Officer
Aurania Resources Ltd.
416 417-8349
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this release.
F
orward-Looking Statements
This news release contains forward -looking information that involves substantial known and unk nown risk s and
uncertainties, most of which are beyond the control of Aurania. Forward -looking statements include estimates and
statements that describe Aurania ’s future plans, objectives or goals, including wor ds to the effect that Aurania or its
management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms
as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward -
looking statements are based on assumptions and address futu re events and con ditions, by th eir very nature they
involve inherent risks and uncertainties. Although these statements are based on information cu rrently available to
Aurania, Aurania provides no assurance that actual results will meet management’s expectations. Risks, uncertainties
and other factors involved with forward-looking information could cause actual events, results, performance, prospects
and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward
looking information in this news release includes, but is not limited to, Aurania’s company’s objectives, goals or future
plans, statements, details of the transaction with ESA, exploration results, poten tial mineralization, the company’s
portfolio, treasury, management team and enhanced capital markets profile, the timing of th e clo sing of the
Transaction, the estimation of mineral resources, exploration and mine development plans, timing of the
commencement of operations and estimates of market conditions. Factors that could cause actual results to differ
materially from such forward-looking information include, but are not limited to, failure or inability to complete the
Transaction with ESA on the terms as proposed or at all, failure to obtain the required approvals of the Aurania’s
shareholders and regulators, failure to identify mineral resources, failure to convert estimated mineral resources to
reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature
of metallurgical test results, delays in obtaining or failures to obtain required governmental, regulatory, environmental
or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other
indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in
equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of
projects, capital and operating costs vary ing significantly from estimates and the oth er risks involved in the mineral
exploration and development industry, and those risks set out in Aurania’s public d ocuments filed on SEDAR.
Although Aurania believes that the assumptions and factors used in preparing the forward-looking information in this
news release are reasonable, undue reliance should not be placed on such information, which only applies as of the
date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at
all. Aurania disclaims any intention or obligation to update or revise any fo rward-looking information, whether as a
result of new information, future events or otherwise, other than as required by law.